6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the date of May 20, 2022

Commission File Number 000-56365

Adastra Holdings Ltd.

(Translation of registrant's name into English)

5451 - 275 Street, Langley, British Columbia  V4W 3X8

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [X]  Form 40-F  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

SUBMITTED HEREWITH

99.1	News Release dated May 16, 2022.
99.2	Material Change Report dated May 20, 2022.

• 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ADASTRA HOLDINGS LTD.

/s/ Michael Forbes _______________________________

Michael Forbes, Chief Executive Officer, Corporate Secretary and Director

Date:  May 20, 2022

Adastra Holdings Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

Adastra Holdings Announces New Director

LANGLEY, BC, May 16, 2022 - Adastra Holdings Ltd. (CSE: XTRX) (FRA: D2EP) (“Adastra” or the “Company”), a Health Canada Licensed cannabis company focused on processing, sales, organoleptic testing, and analytical testing, is pleased to announce the appointment of Smoke Wallin to the Company’s board of directors.

“We are extremely honoured and privileged to welcome Mr. Wallin to Adastra’s board of directors,” said Michael Forbes, CEO of Adastra. “Mr. Wallin is an accomplished leader and international business builder in the CPG, cannabis, health and wellness, food and beverage, distribution, hospitality and technology industries. Mr. Wallin is a seasoned executive and serial entrepreneur who has a wealth of knowledge in the cannabis industry. I am confident that he will be an important contributor to our Company’s long term success.”

Mr. Wallin added, “I’m excited to support Michael and the team at Adastra as they build on an already impressive set of production assets in the Canadian cannabis market, with an eye toward additional capabilities in some super innovative forward looking therapeutics including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5- MeO-DMT, and LSD. I believe in their strategy and the team’s ability to execute their growth plan profitably, something quite rare in this rapidly growing market.”

Mr. Wallin is a highly accomplished CEO, entrepreneur, leader, board member and philanthropist with more than 25 years of success across the consumer products, beverage, cannabis, distribution and technology industries. He is a partner and Managing Director for STS Capital Partners; has frequently served as CEO for new and existing businesses; has been directly involved in $1.7 billion in mergers and acquisitions and financings; and has acquired, created, or sold 50+ brands and companies. He has been recognized with the Ernst & Young Entrepreneur of The Year award, and the Vanderbilt Business “Distinguished Alumni Award.” He was also named one of the 100 most influential leaders in the cannabis industry by High Times Magazine. Smoke earned an MBA from Vanderbilt University and a B.S. degree in Agricultural Economics from Cornell University’s Dyson School of Applied Economics at the Cornell SC Johnson College of Business.

About Adastra Holdings Ltd.

Founded in 2018 and formerly known as Phyto Extractions Inc., Adastra is a leading manufacturer and supplier of innovative ethnobotanical and cannabis science products designed for the adult-use and medical markets and forward-looking therapeutic applications. Adastra is recognized as a high-capacity processor and co-manufacturer throughout Canada. Adastra is known for its popular line of Phyto Extractions branded cannabis concentrate products available on shelves at over 1,400 adult-use retailers across the country. The Company also operates Adastra Labs, a 13,500 sq. ft. agricultural-scale Health Canada licensed facility located in Langley, BC, focused on extraction, distillation, and manufacturing of cannabis-derived products. Adastra has successfully taken steps in becoming a licensed cultivator, tester, extractor, and seller of controlled substances, including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5- MeO-DMT, and LSD by applying for a Controlled Substances Dealer’s Licence, which is under review by Health Canada. Pending Health Canada approval, Adastra is poised to be a drug formulation and development leader in this emerging sector. In addition, with the recent acquisition of 1225140 B.C. Ltd., doing business as PerceiveMD, Adastra operates a multidisciplinary centre for medical cannabis and psychedelic therapies, working alongside doctors and healthcare professionals within the regulated environment to help create efficacious remedies that address the actual needs of patients. For more information, visit: www.adastraholdings.ca.

Forward-Looking Information

This news release includes forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by the management of the Company. Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking information in this news release includes statements with respect to: (i) the Company’s long-term success; (ii) the Company building on production assets in the Canadian cannabis market and additional therapeutic areas including Psilocybin, Psilocin, MDMA, N, N-Dimethyltryptamine (DMT), 5- MeO-DMT, and LSD; and (iii) the Company’s execution of its growth plan. There are numerous risks and uncertainties that could cause actual results and the Company’s plans and objectives to differ materially from those expressed in the forward-looking information, including: (i) adverse market conditions; (ii) risks inherent in the cannabis extraction sector in general; (iii) changes in regulations surrounding cannabis as a controlled substance; and (iv) other factors beyond the control of the Company. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, the Company does not intend to update these forward-looking statements.

For further information: Michael Forbes, CEO, Corporate Secretary & Director, P: (778) 715 5011, E: [email protected]

Adastra Holdings Ltd.: Exhibit 99.2 - Filed by newsfilecorp.com

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

Adastra Holdings Ltd. (the "Company") 5451 - 275 Street Langley, BC  V4W 3X8

Item 2. Date of Material Change

May 14, 2022

Item 3. News Release

The news release was issued and disseminated via Cision on May 16, 2022 and filed on SEDAR at www.sedar.com.

Item 4. Summary of Material Change

The Company announced the appointment of Smoke Wallin to the Company's board of directors.

Item 5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced the appointment of Smoke Wallin to the Company's board of directors.

5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.

Item 8. Executive Officer

Michael Forbes, CEO, Corporate Secretary and Director Telephone: (778) 715-5011

Item 9. Date of Report

May 20, 2022